Remuneration

Principles for determination of salaries and other remuneration to the President and other members of the company management as decided at the AGM on the 13th of April, 2016

In accordance with the Board’s proposal, the AGM 2017.04.21 settled the policies and guidelines regarding salary and other remuneration to the CEO and other senior executives, which were approved by the AGM 2016.04.13. It means, the guidelines adopted at the AGM 2016, in all material aspects, shall continue to apply. The guidelines and policies shall apply to employment agreements entered after the AGM’s decision on guidelines, and if any alterations are made in existing condition after the decision of the AGM. The guidelines are consistent with principles applied so far.

Renumeration to the CEO and other senior executives (i. e. the ten persons who, together with the CEO comprise the management team) may consist of a basic salary, variable remuneration, “stay on board remuneration” and pension. Remuneration to the management team currently also includes a “stay on board remuneration”, which was agreed upon and was implemented in accordance with the remuneration guidelines adopted by the AGM 2015. Other benefits and other remuneration shall be received on the same basis as for other employees. Persons who are resident outside of Sweden may be offered notice periods and termination benefits that are competitive in the country where the persons are or have been resident or to which they have a substantial connection, preferably solutions equivalent to what applies for managerial employees resident in Sweden.

The objective of Axis AB’s remuneration policy for senior executives shall be to offer compensation that promotes retaining and recruiting qualified expertise to the company. The basic salary shall be determined on the basis that it should be competitive. The absolute level shall depend on the specific position and the individual’s performance.

Variable remuneration (bonus) to the President and other senior executives shall be based on the financial goals of the group and shall be calculated as a function of the sales growth and the operating margin for the year in question. The bonus to the President shall be maximized at 240 percent of the annual salary and for the other senior executives the highest individual bonus amount shall be maximized at 80 percent of the annual salary.

The retirement age for the CEO shall be 65. Pension insurance premiums shall amount to 35 percent of the pension-qualifying salary up to a maximum of 28.5 basic amounts. For a salary in excess of 28.5 basic amounts, a premium of 25 percent shall be paid. The ITP agreement shall be applied for other senior executives, with a retirement age of 65.

In the event of termination of employment, a six-month mutual notice period shall apply for the President. In the event of termination of the CEO’s employment by the company, termination benefits corresponding to up to twelve cash monthly salaries may be paid after the end of the notice period. In the event of termination by the CEO, no termination benefits shall be payable. A mutual period of notice of three to six months shall apply between the company and the other senior executives. In the event of termination by the company, termination benefits corresponding to twelve cash monthly salaries can be paid. A decision was taken by the board of directors during spring 2015 to introduce termination benefits of 12 months for all members of the management team. In the event of termination by any of the senior executives, no termination benefits shall be payable.

Persons who are resident outside of Sweden may be offered notice periods and termination benefits that are competitive in the country where the persons are or have been resident or to which they have a substantial connection, preferably solutions equivalent to what applies for managerial employees resident in Sweden

Deviations from the principles described above may be approved by the board of directors, if there are specific reasons in individual cases.